**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

**FORM 10-Q**

 
| **ý** |   | **Quarterly Report  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|------------|--------|----------------------------------------------------------------------------------------------|

 

**For thequarterly period ended June 30, 2002**

 

**or**

** **
| **o** |   | **Transition Report  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-------|--------|-----------------------------------------------------------------------------------------------|

 

 

**For transition period from**     **to**     

** **

**Commission File No. 0-12553**

 

 

**PACCAR FINANCIAL CORP.**(Exact name ofregistrant as specified in its charter)

 

 

| **Washington**                                |   | **91-6029712**                        |
|-----------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of              |   | (I.R.S. Employer  Identification No.) |
| incorporation or  organization)               |   |                                  |
|                                          |   |                                  |
| **777 —  106th Ave. N.E., Bellevue, WA** |   | **98004**                             |
| (Address of principal  executive offices)     |   | (Zip code)                            |

 

**(425)468-7100**(Registrant’stelephone number, including area code)

 

 

Indicate by check mark whether the registrant: (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  Yes  ý    No  o

 

Indicate the number of shares outstanding of eachof the issuer’s classes of common stock, as of the latest practicable date:

 

Common Stock, $100 parvalue—145,000 shares as of July 31, 2002

 

 

THE REGISTRANT ISA WHOLLY-OWNED INDIRECT SUBSIDIARY OF PACCAR INC AND MEETS THE CONDITIONS SETFORTH IN GENERAL INSTRUCTIONS (H)(1)(A) AND (B) OF FORM 10-Q AND IS, THEREFORE,FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

 

 

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** **

**FORM 10-QPACCAR FINANCIAL CORP.**

**PART I—FINANCIAL INFORMATION**

 

**ITEM 1.  FINANCIAL STATEMENTS****Statements of Income (Unaudited)**(Millions ofDollars)
|                                                 |   |                           |       |                         |       |       |       |     |      |
|------------------------------------------------------|--------|--------------------------------|------------|------------------------------|------------|------------|------------|----------|-----------|
| ** **                                           |   | **Three  Months EndedJune 30** | ** ** | **Six Months  EndedJune 30** |       |
|                                                 |   | **2002**                       |       | **2001**                     |       | **2002**   |       | **2001** |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **INTEREST AND OTHER REVENUE**                       |   | **$**                          | **70.0**   |                         | $          | 85.7       | ** ** | **$**    | **140.3** |   | $ | 176.0 |   |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| Interest and  other borrowing expenses               |   | **30.4**                       |       | 46.1                         | ** ** | **63.3**   |       | 97.5     |      |
| Depreciation  related to operating leases            |   | **3.3**                        |       | 3.2                          | ** ** | **6.1**    |       | 6.0      |      |
| Insurance claims  and underwriting expenses          |   | **3.0**                        |       | 2.5                          | ** ** | **6.0**    |       | 5.2      |      |
| Vehicle  operating expenses                          |   | **1.8**                        |       | 1.5                          | ** ** | **3.4**    |       | 2.7      |      |
| Selling general  and administrative expenses         |   | **10.5**                       |       | 10.3                         | ** ** | **21.1**   |       | 20.9     |      |
| Provision for  losses on receivables                 |   | **12.2**                       |       | 20.3                         | ** ** | **28.0**   |       | 37.2     |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **TOTAL EXPENSES**                                   |   | **61.2**                       |       | 83.9                         | ** ** | **127.9**  |       | 169.5    |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **INCOME BEFORE INCOME TAXES**                       |   | **8.8**                        |       | 1.8                          | ** ** | **12.4**   |       | 6.5      |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| Federal and state income taxes                       |   | **3.4**                        |       | .8                           | ** ** | **4.9**    |       | 2.7      |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **INCOME  BEFORE ACCOUNTING CHANGE**            |   | **5.4**                        |       | 1.0                          | ** ** | **7.5**    |       | 3.8      |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| Cumulative  effect of accounting change (net of tax) |   | **—**                     |       | —                       | ** ** | **—** |       | .4       |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **NET  INCOME**                                      |   | **5.4**                        |       | 1.0                          | ** ** | **7.5**    |       | 4.2      |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **RETAINED EARNINGS AT BEGINNING OF  PERIOD**        |   | **411.8**                      |       | 397.3                        | ** ** | **409.7**  |       | 394.1    |      |
| Cash dividends  paid                                 |   | **11.0**                       |       | —                       | ** ** | **11.0**   |       | —   |      |
|                                                 |   |                           |       |                         |       |       |       |     |      |
| **RETAINED  EARNINGS AT END OF PERIOD**              |   | **$**                          | **406.2**  |                         | $          | 398.3      | ** ** | **$**    | **406.2** |   | $ | 398.3 |   |

 

 

Earnings per shareand dividends per share are not reported because the Company is a wholly ownedsubsidiary of PACCAR Financial Services Corporation.

 

See Notes toFinancial Statements.

 

2

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| **Balance Sheets**                                                                                                                           |   | **June 30**     |        | **December  31** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|-------------|------------------|--------|
| (Millions of  Dollars)                                                                                                                       |   | **2002**        |        | **2001**         |   |
|                                                                                                                                         |   |            |        |             |   |
| **ASSETS:**                                                                                                                                  |   | **(Unaudited)** |        |             |   |
|                                                                                                                                         |   |            |        |             |   |
| Cash                                                                                                                                         |   | **$**           | **10.9**    |             | $      | 18.5 |   |
| Finance and  other receivables, net of allowance for losses of $66.8 ($66.2 in 2001)                                                         |   | **3,154.8**     |        | 3,289.1          |   |
| Loans to PACCAR  Inc and affiliates                                                                                                          |   | **119.4**       |        | 163.2            |   |
| Equipment on  operating leases, net of allowance for depreciation of $23.4 ($21.9 in 2001)                                                   |   | **69.6**        |        | 52.0             |   |
| Equipment held  for sale                                                                                                                     |   | **8.6**         |        | 17.1             |   |
| Other assets                                                                                                                                 |   | **24.0**        |        | 22.7             |   |
|                                                                                                                                         |   |            |        |             |   |
| **TOTAL  ASSETS**                                                                                                                            |   | **$**           | **3,387.3** |             | $      | 3,562.6 |   |
|                                                                                                                                         |   |            |        |             |   |
| **LIABILITIES:**                                                                                                                             |   |            |        |             |   |
|                                                                                                                                         |   |            |        |             |   |
| Accounts payable  and accrued expenses                                                                                                       |   | **$**           | **71.5**    |             | $      | 55.8 |   |
| Payable for  finance receivables acquired                                                                                                    |   | **40.3**        |        | 30.5             |   |
| Derivative  liability                                                                                                                        |   | **42.5**        |        | 52.0             |   |
| Commercial paper                                                                                                                             |   | **1,313.3**     |        | 1,274.5          |   |
| Medium-term  notes and other borrowings                                                                                                      |   | **1,209.9**     |        | 1,465.6          |   |
| Income taxes -  current and deferred                                                                                                         |   | **175.3**       |        | 161.2            |   |
|                                                                                                                                         |   |            |        |             |   |
| **TOTAL  LIABILITIES**                                                                                                                       |   | **2,852.8**     |        | 3,039.6          |   |
|                                                                                                                                         |   |            |        |             |   |
| **STOCKHOLDER’S  EQUITY:**                                                                                                              |   |            |        |             |   |
|                                                                                                                                         |   |            |        |             |   |
| Preferred stock,  $100 par value per share 6% noncumulative and nonvoting, 450,000 shares  authorized, 310,000 shares issued and outstanding |   | **31.0**        |        | 31.0             |   |
| Common stock,  par value $100 per share 200,000 shares authorized, 145,000 shares issued and  outstanding                                    |   | **14.5**        |        | 14.5             |   |
| Paid-in capital                                                                                                                              |   | **108.6**       |        | 99.5             |   |
| Retained  earnings                                                                                                                           |   | **406.2**       |        | 409.7            |   |
| Accumulated  other comprehensive loss                                                                                                        |   | **(25.8**       | )           | (31.7            | )      |
|                                                                                                                                         |   |            |        |             |   |
| **TOTAL  STOCKHOLDER’S EQUITY**                                                                                                         |   | **534.5**       |        | 523.0            |   |
|                                                                                                                                         |   |            |        |             |   |
| **TOTAL  LIABILITIES AND STOCKHOLDER’S EQUITY**                                                                                         |   | **$**           | **3,387.3** |             | $      | 3,562.6 |   |

 

See Notes toFinancial Statements.

 

3

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##### **Statements of Cash Flows (Unaudited)**

(Millions ofDollars)

 
|                                                                         |       | **Six Months  Ended June 30** |       |
|------------------------------------------------------------------------------|------------|-------------------------------|------------|
|                                                                         |       | **2002**                      |       | **2001** |   |
|                                                                         |       |                          | ** ** |   |   |
| **OPERATING ACTIVITIES:**                                                    |       |                          | ** ** |   |   |
|                                                                         |       |                          | ** ** |   |   |
| Net income                                                                   |       | **$**                         | **7.5**    | ** ** | $ | 4.2 |   |
| Items included  in net income not affecting cash:                            |       |                          | ** ** |   |   |
| Provision for  losses on receivables                                         |       | **28.0**                      | ** ** | 37.2 |   |
| Deferred tax  provision                                                      |       | **(1.1**                      | **)**      | (1.9 | ) |
| Depreciation and  amortization                                               | ** ** | **9.2**                       | ** ** | 8.9 |   |
| Increase  (decrease) in payables and other                                   |       | **24.7**                      | ** ** | (13.2 | ) |
|                                                                         |       |                          | ** ** |   |   |
| **NET CASH PROVIDED BY OPERATING  ACTIVITIES**                               |       | **68.3**                      | ** ** | 35.2 |   |
|                                                                         |       |                          | ** ** |   |   |
| **INVESTING ACTIVITIES:**                                                    |       |                          | ** ** |   |   |
|                                                                         |       |                          | ** ** |   |   |
| Finance and  other receivables originated                                    |       | **(518.9**                    | **)**      | (530.0 | ) |
| Collections on  finance and other receivables                                |       | **690.0**                     | ** ** | 705.4 |   |
| Net (increase)  decrease in wholesale receivables                            |       | **(45.7**                     | **)**      | 132.5 |   |
| Net decrease in  loans to PACCAR Inc and affiliates                          |       | **43.8**                      | ** ** | 3.0 |   |
| Acquisition of  equipment                                                    |       | **(30.4**                     | **)**      | (9.0 | ) |
| Proceeds from  disposal of equipment                                         |       | **4.1**                       | ** ** | 6.3 |   |
|                                                                         |       |                          | ** ** |   |   |
| **NET CASH PROVIDED BY INVESTING  ACTIVITIES**                               |       | **142.9**                     | ** ** | 308.2 |   |
|                                                                         |       |                          | ** ** |   |   |
| **FINANCING ACTIVITIES:**                                                    |       |                          | ** ** |   | ** ** |
|                                                                         |       |                          | ** ** |   | ** ** |
| Net increase  (decrease) in commercial paper and other short-term borrowings |       | **38.8**                      |       | (44.0 | ) |
| Proceeds from  medium-term notes and other borrowings                        |       | **495.0**                     | ** ** | — |   |
| Payments of  medium-term notes and other borrowings                          | ** ** | **(750.7**                    | **)**      | (300.0 | ) |
| Dividends paid                                                               |       | **(11.0**                     | **)**      | — |   |
| Payment of  advances from PACCAR Inc                                         |       | —                        | ** ** | (9.0 | ) |
| Capital  contributions                                                       |       | **9.1**                       | ** ** | 9.0 |   |
|                                                                         |       |                          | ** ** |   |   |
| **NET CASH USED IN FINANCING  ACTIVITIES**                                   |       | **(218.8**                    | **)**      | (344.0 | ) |
|                                                                         |       |                          | ** ** |   |   |
| **NET DECREASE IN CASH**                                                     |       | **(7.6**                      | **)**      | (.6 | ) |
|                                                                         |       |                          | ** ** |   |   |
| **CASH AT BEGINNING OF PERIOD**                                              |       | **18.5**                      | ** ** | 12.6 |   |
|                                                                         |       |                          | ** ** |   |   |
| **CASH AT END OF PERIOD**                                                    |       | **$**                         | **10.9**   | ** ** | $ | 12.0 |   |

 

See Notes toFinancial Statements.

 

4

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| **Notes  to Financial Statements** |   | (Millions of  Dollars) |
|------------------------------------|--------|------------------------|

 

**NOTE A—Basis ofPresentation**

 

The accompanying unaudited financial statements have been prepared inaccordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and footnotes requiredby generally accepted accounting principles for complete financial statements.However, in the opinion of management, all adjustments (consisting of normalrecurring accruals) considered necessary for a fair presentation have beenincluded. For further information, refer to the financial statements andfootnotes included in PACCAR Financial Corp.’s (the “Company”) Annual Report onForm 10-K for the year ended December 31, 2001.

 

*Derivative Financial Instruments*: Effective January 1, 2001, the Companyadopted Financial Accounting Standard (FAS) No. 133, “Accounting for DerivativeInstruments and Hedging Activities.” The adoption of FAS 133 on January 1, 2001resulted in a cumulative increase to net income of $.4, net of related incometax effects of $.3, and a cumulative reduction to Other Comprehensive Income(“OCI”) of $14.6 which is net of related income tax effects of $9.2 in thefirst quarter of 2001.

 

*Reclassifications*: Certain prior yearamounts have been reclassified to conform to the 2002 presentation.

 

 

**NOTEB—Transactions with PACCAR Inc and Affiliates (Unaudited)**

 

The Company and PACCAR Inc (“PACCAR”) are parties to a Support Agreementthat obligates PACCAR to provide, when required, financial assistance to theCompany to ensure that the Company maintains a ratio of net earnings availablefor fixed charges to fixed charges (as defined) of at least 1.25 to 1 for anyfiscal year. The Support Agreement also requires PACCAR to own, directly orindirectly, all outstanding voting stock of the Company. For the six monthsended June 30, 2002 the Company has met the required ratio of earnings to fixedcharges. The Company will determine the amount of PACCAR assistance, if any, atthe end of the fiscal year. In order to maintain the ratio of earnings to fixedcharges in 2001, PACCAR provided earnings support by assuming $17.0 of theCompany’s interest expense in the fourth quarter of 2001.

 

PACCAR Financial Services Corporation (“PFSC”) charges the Company forcertain administrative services it provides and certain services the Companyreceives indirectly from PACCAR. These costs are charged to the Company basedupon the Company’s specific use of the services at PFSC’s or PACCAR’s cost.Management considers these charges reasonable and not significantly differentfrom the costs that would be incurred if the Company were on a stand-alonebasis. PFSC recognizes certain of these administrative services as anadditional investment in the Company. The Company records the investment aspaid-in capital. The Company may elect to pay a dividend to PFSC for thepaid-in capital invested in prior years.

 

A cash dividend in the amount of $11.0 was declared and paid during thefirst six months of 2002. There were no cash dividends declared or paid duringthe first six months of 2001.

 

Periodically, the Company borrows funds from PACCAR and makes loans toPACCAR. Loans outstanding to PACCAR were $26.7 and $20.3 at June 30, 2002 andDecember 31, 2001, respectively. There were no loans outstanding from PACCAR atJune 30, 2002 or December 31, 2001.

 

PACCAR has issued letters of credit as of June 30, 2002 in the amount of$6.1 on behalf of the Company to guarantee funds for payment to insured franchiseesand their customers for any future insurance losses.

 

 

5

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The Company periodically loans funds to certain foreign finance andleasing affiliates of PACCAR. The foreign affiliates operate in the UnitedKingdom, the Netherlands, Mexico, Canada and Australia, and any resultingcurrency exposure is fully hedged. These various affiliates have SupportAgreements with PACCAR, similar to the Company’s Support Agreement. The foreignaffiliates provide financing and leasing of trucks and related equipmentmanufactured primarily by PACCAR and sold through PACCAR’s independent dealernetworks in Europe, Mexico, Canada and Australia. The Company will not makeloans to the foreign affiliates in excess of the equivalent of $300.0 UnitedStates dollars, unless the amount in excess of such limit is guaranteed byPACCAR. The Company periodically reviews the funding alternatives for theseaffiliates,and this limit may be revised in the future. There was a total of $92.7in loans outstanding to foreign affiliates operating in the United Kingdom andMexico at June 30, 2002. There was a total of $142.9 in loans outstanding toforeign affiliates operating in the United Kingdom, the Netherlands and Mexicoat December 31, 2001.

 

**NOTE C—PreferredStock**

 

The Company’s Articles of Incorporation provide that the 6%noncumulative, nonvoting preferred stock (100% owned by PFSC) is redeemableonly at the option of the Company’s Board of Directors.

 

 

**NOTE D—OtherComprehensive Income (Unaudited)**

 

The components ofother comprehensive income, net of related tax, were as follows:

 
|                                                             |   | **Three  months ended  June 30** |    | **Six months  ended  June 30** |       |
|------------------------------------------------------------------|--------|----------------------------------|---------|--------------------------------|------------|
|                                                             |   |                             |    |
|                                                             |   | **2002**                         |    | **2001**                       |       | **2002** |   | **2001** |   |
| Net income                                                       |   | **$**                            | **5.4** |                           | $          | 1.0 | ** ** | **$** | **7.5** |   | $ | 4.2 |   |
| Other  comprehensive income (loss):                              |   |                             |    |                           |       |   |   |   |   |
| Cumulative  effect of accounting change for derivative contracts |   | **—**                       |    | —                         | ** ** | **—** |   | (14.6 | ) |
| Unrealized net  (loss) gain on derivative contracts              |   | **(5.2**                         | **)**   | 3.8                            | ** ** | **5.9** |   | (10.9 | ) |
| Net other  comprehensive (loss) income                           |   | **(5.2**                         | **)**   | 3.8                            | ** ** | **5.9** |   | (25.5 | ) |
| Total  comprehensive income (loss)                               |   | **$**                            | **.2**  |                           | $          | 4.8 | ** ** | **$** | **13.4** |   | $ | (21.3 | ) |

 

Accumulated other comprehensive loss of $25.8 and $31.7 at June 30, 2002and December 31, 2001, respectively, is comprised of the unrealized net loss onderivative contracts.

 

 

6

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**Item 2.****                            ****MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND**

**RESULTS OFOPERATIONS**(Millionsof Dollars)

 

**Results ofOperations:**

 

The Company’s net income of $7.5 for the first half of2002 was $3.3 higher than the first half of 2001. Interest and other revenue declined $35.7 or 20% to$140.3 over the same period due to lower average earning assets and interestrates. Average earning assets decreased 15% to $3,211.9 in the first half of2002 compared to $3,781.6 in the comparable period of 2001. Interest and otherborrowing expense decreased 35% to $63.3 in the first half of 2002 from$97.5 in the first half of 2001 due to lower debt balances and interest rates.The provision for losses decreased 25% to $28.0 in the first half of 2002 from$37.2 in the first half of 2001 primarily due to lower credit losses. Creditlosses have improved due to fewer repossessions and higher used truck pricesresulting in a lower loss per repossession.

 

The Company’s net income of $5.4 for the secondquarter 2002 was $4.4 higher than the second quarter of 2001. Interest and other revenue declined $15.7 or 18% to$70.0 in the second quarter of 2002 due to lower earning assets and interestrates. Interest and other borrowing expense decreased 34% to $30.4 inthe second quarter of 2002 from $46.1 in the second quarter of 2001 due tolower debt balances and interest rates. The provision for losses decreased 40%to $12.2 in the second quarter of 2002 from $20.3 in the second quarter of 2001primarily due to lower credit losses.

 

7

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The following table summarizes the activity in theCompany’s allowance for losses on receivables and presents related ratios:

 

##### **Allowance for Losses (Unaudited)**

(Millionsof Dollars)

|                                                                                                                |   | **Six Months  Ended** |     | **Year Ended**   |   | **Six Months  Ended** |   |
|---------------------------------------------------------------------------------------------------------------------|--------|-----------------------|----------|------------------|--------|-----------------------|--------|
|                                                                                                                |   | **June 30**           |     | **December  31** |   | **June 30**           |   |
|                                                                                                                |   | **2002**              |     | **2001**         |   | **2001**              |   |
| Balance at beginning of period                                                                                      |   | **$**                 | **66.2** |             | $      | 65.4                  |   | $ | 65.4 |   |
| Provision for losses                                                                                                |   | **28.0**              |     | 80.8             |   | 37.2                  |   |
| Credit losses net of recoveries                                                                                     |   | **(27.4**             | **)**    | (80.0            | )      | (37.3                 | )      |
| Balance at end of period                                                                                            |   | **$**                 | **66.8** |             | $      | 66.2                  |   | $ | 65.3 |   |
| Ratios:                                                                                                             |   |                  |     |             |   |                  |   |
| Net losses to average net receivables andequipment on  operating leases (annualizedfor  June 30, 2002 and 2001)     |   | **1.72**              | %        | 2.20             | %      | 1.99                  | %      |
| Allowance for losses to period-end netcontracts and  equipment on operating leases                                  |   | **2.07**              | %        | 1.98             | %      | 1.78                  | %      |
| Period-end retail contracts and leases pastdue (over 60  days) to period-end retailcontracts  and lease receivables |   | **2.30**              | %        | 3.11             | %      | 3.41                  | %      |

 

Inthe second half of 2002, the Company expects credit losses to continue at orslightly improve from year-to-date June 30, 2002 levels.  Although interest rates have decreased andused truck prices stabilized, higher insurance costs and uncertain freightvolumes continue to affect truck operators’ profit margins.

 

**Funding andLiquidity:**

 

Since1983, the Company has registered debt securities under the Securities Act of1933 for offering to the public.  In2000, the Company filed a shelf registration statement under which $2,500.0 ofmedium-term notes could be issued as needed. As of June 30, 2002, $980.0 ofsuch securities were available for issuance.

 

TheCompany believes that it has sufficient financial capabilities to continuefunding receivables and servicing debt through internally generated funds,lines of credit, access to public and private debt markets, and other financialresources.  The decrease in netborrowings to $2,523.2 at June 30, 2002 from $2,740.1 at December 31, 2001 isdue to collections exceeding the origination of finance and other receivables.The net increase in commercial paper and other short-term borrowings of $38.8for year-to-date June 30, 2002 is primarily due to timing differences betweenthe maturities and new issuances of medium-term notes.

 

Other information on liquidity, sources of capital, and contractual cashcommitments as presented in the Company’s 2001 Annual Report on Form 10-Kcontinues to be relevant.

 

 

8

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**Forward LookingStatements:**

 

Certain information presented in this Form 10-Qcontains forward-looking statements made pursuant to the Private SecuritiesLitigation Reform Act of 1995. These statements are subject to risks anduncertainties that may affect actual results. The risks and uncertaintiesinclude, but are not limited to global and local economic, political andindustry conditions; changes in competitive factors; changes affecting theprofitability of truck owners and operators; price changes impacting equipmentcosts and residual values; changes in costs and availability of externalfunding sources; and legislation and governmental regulation.

 

 

9

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**Item 3.****                            ****QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK**

 

There have been no material changes in the Company’smarket risk during the six months ended June 30, 2002.  For additional information, refer to Item 7aof the Company’s December 31, 2001 Annual Report on Form 10-K.

 

**Item 6.****                            ****EXHIBITS AND REPORTS ON FORM 8-K**

 

                        (a)                            Exhibits filed aspart of this report are listed in the accompanying Exhibit Index.

 

                        (b)                           There were noreports on Form 8-K for the quarter ended June 30, 2002.

 

 

10

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**SIGNATURES**

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 

 

 

 

 
|   |            |   | **PACCAR Financial Corp.**  |
|--------|-----------------|--------|-----------------------------|
|   |            |   | (Registrant)                |
|   |            |   |                        |   |
|   |            |   |                        |   |
|   |            |   |                        |   |
| Date   | August  9, 2002 |   | By                          | /s/  J. Michael Rankin |
|   |            |   | J.  Michael Rankin          |
|   |            |   | Acting  President           |
|   |            |   | (Authorized  Officer)       |
|   |            |   |                        |   |
|   |            |   |                        |   |
|   |            |   | By                          | /s/  Barry E. Prather |
|   |            |   | Barry  E. Prather           |
|   |            |   | Controller                  |
|   |            |   | (Chief  Accounting Officer) |

 

 

11

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**EXHIBITINDEX**

 

Exhibit (in order of assigned index numbers)

 

| 3.1    | Restated  Articles of Incorporation of the Company, as amended (incorporated by  reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated  March 26, 1985. Amendment incorporated by reference to Exhibit 19.1 to the  Company’s Quarterly Report on Form 10-Q dated August 13, 1985, File Number  0-12553).                                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2    | By-Laws  of the Company, as amended (incorporated by reference to Exhibit 3.2 to the  Company’s Registration Statement on Form 10-Q dated October 20, 1983, File  Number 0-12553).                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1    | Indenture  for Senior Debt Securities dated as of December 1, 1983 and first  Supplemental Indenture dated as of June 19, 1989 between the Company and  Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s  Annual Report on Form 10-K dated March 26, 1984, File Number 0-12553 and  Exhibit 4.2 to the Company’s Registration Statement on Form S-3 dated June  23, 1989, Registration Number 33-29434). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3    | Forms  of Medium-Term Note, Series H (incorporated by reference to Exhibits 4.3A and  4.3B to the Company’s Registration Statement on Form S-3 dated March 11,  1996, Registration Number 333-01623).                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Form  of Letter of Representation among the Company, Citibank, N.A. and The  Depository Trust Company, Series H (incorporated by reference to Exhibit 4.4  to the Company’s Registration Statement on Form S-3 dated March 11, 1996,  Registration Number 333-01623).                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4    | Forms  of Medium-Term Note, Series I (incorporated by reference to Exhibits 4.2A and  4.2B to the Company’s Registration Statement on Form S-3 dated September 10,  1998, Registration Number 333-63153).                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Form of Letter of  Representation among the Company, Citibank, N.A. and The Depository Trust  Company, Series I (incorporated by reference to Exhibit 4.3 to the Company’s  Registration Statement on Form S-3 dated September 10, 1998, Registration  Number 333-63153).                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5    | Forms  of Medium-Term Note, Series J (incorporated by reference to Exhibits 4.2A and  4.2B to the Company’s Registration Statement on Form S-3 dated March 2, 2000,  Registration Number 333-31502).                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Form of Letter of  Representation among the Company, Citibank, N.A. and The Depository Trust  Company, Series J (incorporated by reference to Exhibit 4.3 to the Company’s  Registration Statement on Form S-3 dated March 2, 2000, Registration Number  333-31502).                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1   | Support Agreement between the  Company and PACCAR dated as of June 19, 1989   (incorporated by reference to Exhibit 28.1 to the Company’s  Registration Statement on Form S-3 dated June 23, 1989, Registration Number  33-29434).                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 12.1   | Statement  re: computation of ratio of earnings to fixed charges of the Company pursuant  to SEC reporting requirements for the six-month periods ended June 30, 2002  and 2001.                                                                                                                                                                                                                                                            |

 

 

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| 12.2   | Statement  re: computation of ratio of earnings to fixed charges of the Company pursuant  to the Support Agreement between the Company and PACCAR for the six-month  periods ended June 30, 2002 and 2001. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                       |
| 12.3   | Statement  re: computation of ratio of earnings to fixed charges of PACCAR and  subsidiaries pursuant to SEC reporting requirements for the six-month periods  ended June 30, 2002 and 2001.               |
|   |                                                                                                                                                                                                       |
| 99.1   | Certification  pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section  1350)                                                                                                         |
|   |                                                                                                                                                                                                       |
| 99.2   | Certification  pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section  1350)                                                                                                         |

 

Otherexhibits listed in Item 601 of Regulation S-K are not applicable.

 

 

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